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                                  EXHIBIT 10(q)

                 AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT BETWEEN
                 HANOVER FOODS CORPORATION AND JOHN A. WAREHIME

     This document, dated as of April 1, 2000, shall constitute Amendment No. 3
to an Employment Agreement dated as of June 12, 1995 (the "Employment
Agreement") between Hanover Foods Corporation (the "Employer") and John A.
Warehime (the "Employee").

                                   Background

     As of June 12, 1995, Employer and Employee entered into the Employment
Agreement, which Employment Agreement was amended by Amendment No. 1 dated as of
February 13, 1997 and Amendment No. 2 dated as of August 1, 1997. The term
"amended Employment Agreement" refers to the Employment Agreement dated as June
12, 1995 and amended by Amendment No. 1 dated as of February 13, 1997 and by
Amendment No. 2 dated as of August 1, 1997. The parties desire to further amend
the Employment Agreement as set forth herein.

     NOW, THEREFORE, the parties, intending to be legally bound, agree as
follows:

     1.   Change to Section 29.2. Section 29.2 is hereby amended to read in full
          as follows:

     "29.2 Settlement of Disputes. Any claims, controversies, demands, disputes
or differences between or among the parties hereto or any persons bound hereby
arising out of, or by virtue of, or in connection with, or relating to this
Agreement shall be submitted to and settled by arbitration in the Commonwealth
of Pennsylvania and County of Philadelphia. Such arbitration shall be conducted
in accordance with the then prevailing rules of the American Arbitration
Association by one independent and impartial arbitrator appointed by the
American Arbitration Association, who shall be a former judge. All
pre-arbitration discovery shall be completed within 90 days of the request for
arbitration. The arbitrator shall render his award within 90 days of the
conclusion of the arbitration hearing. The provisions of Section 28 hereof shall
govern the arbitration. Any award rendered by the arbitrator shall be final and
binding, and not subject to appeal or other judicial review, and judgment hereon
may be entered in any court of competent jurisdiction. Nothing contained herein
shall restrict the Employer from seeking equitable remedies in a court of
competent jurisdiction for any alleged violations of the provisions of Section
10 hereof."

     2.   Amended Employment Agreement Continues in Full Force and Effect

     There are no amendments to the Employment Agreement, as previously amended
by Amendment No. 1 dated as of February 13, 1997 and Amendment No. 2 dated as of
August 1, 1997, except as specified herein. The amended Employment Agreement, as
further amended further, shall continue in full force and effect and constitutes
the entire understanding of the parties with respect to its subject matter.

     IN WITNESS WHEREOF, the parties have executed this Amendment No. 3 on this
day and year first above written.


ATTEST/WITNESS:                               HANOVER FOODS CORPORATION

/s/ Patricia H. Townsend                      /s/ Gary T. Knisely        (SEAL)
--------------------------------              ---------------------------


WITNESS/ATTEST:                               EMPLOYEE:

/s/ Patricia J. Weaver                        /s/ John A. Warehime       (SEAL)
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